Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 3 | MANAGEMENT DUTIES CUSTOMARILY PERFORMED BY KEY EMPLOYEES WERE DELEGATED BY THE BOARD OF DIRECTORS TO THE MANAGEMENT COMPANY SMITHBUCKLIN. |
| FORM 990, PART VI, SECTION A, LINE 4 | THE BYLAWS WERE CHANGED DURING 2015. SOME OF THE CHANGES WERE: GENERAL SECTION -REMOVED "EFFECT OF TERMINATION OF AFFILIATION" SECTION AS PROVISION IS ACCOUNTED FOR ELSEWHERE IN NEW BYLAWS. -REMOVED "GIFTS" SECTION. -ADDED SECTIONS ON "INDEMNIFICATION AND "MEDIATION" -REMOVED REQUIREMENTS FOR MEMBERS TO APPROVE BYLAW CHANGES. MEMBERSHIP ELIGIBILITY -ADDED "PHOTO-BASED ART" LANGUAGE THROUGHOUT SECTION TO REFLECT CHANGING TECHNOLOGIES. -CLARIFIED THAT POTENTIAL MEMBERS CAN BE AN INDIVIDUAL OR LEGAL ENTITY -OVERALL CHANGES REFLECT A SHIFT FROM "MEMBERSHIP BY APPLICATION" TO "MEMBERSHIP BY INVITATION". -THE MEMBERSHIP COMMITTEE, OR THREE OR MORE MEMBERS, MAY RECOMMEND A NON-MEMBER FOR CONSIDERATION (THE FORMER APPLICATION PROCESS REQUIRED FIVE MEMBER SPONSORS). -REMOVED SPECIFIC REFERENCES TO THE DOLLAR AMOUNT OF AN INITIATING FEE SINCE THIS MAY CHANGE FROM TIME TO TIME. -NO LONGER REQUIRE MEMBERSHIP TO COMMENT ON NON-MEMBER CANDIDATES. -REDUCED THE STANDARD FOR APPROVING NEW MEMBERS - WENT FROM A 3/4 REQUIREMENT TO A 2/3 REQUIREMENT (THE STANDARD FOR ADMISSION SHOULD BE LOWER THAN THE STANDARD FOR REMOVAL). MEMBERSHIP TERMINATION/SUSPENSION -ADDED PROVISION FOR AUTOMATIC TERMINATION ENGAGEMENT IN CRIMINAL ACTIVITY. -INCREASED THE STANDARD FOR MEMBER REMOVAL FROM 2/3 TO 3/4 (THIS PROVIDES ADDED PROTECTION FOR THE ASSOCIATION). -SIMPLIFIED AND STANDARDIZED LANGUAGE; REMOVED "PREJUDICIAL CONDUCT" REFERENCES. -REMOVED THE APPEAL PROCESS. -ADDED PROVISION FOR TERMINATION FOR CAUSE FAILURE TO PAY BILLS AFTER 120 DAYS. MEMBERSHIP MEETINGS -INCREASED THE STANDARD FOR MEMBERS TO CALL SPECIAL MEETINGS WENT FROM 10% TO 50%. -DECREASED THE MEMBERSHIP QUORUM REQUIREMENT WENT FROM 1/3 TO 1/4 MEMBERS MAY CONTINUE TO TRANSACT BUSINESS EVEN IF OTHER MEMBERS LEAVE. -REMOVED REFERENCES TO MEMBERS VOTING BY EMAIL AS LAW DOES NOT PERMIT THIS; ALSO REMOVED "INFORMAL ACTION BY MEMBERS" SECTION. BOARD OF DIRECTORS -FIXED THE NUMBER OF DIRECTORS AT 13 INSTEAD OF PROVIDING A RANGE. -REMOVED EXECUTIVE SECRETARY REFERENCES, INCLUDING THE ROLE DESCRIPTION, BUT KEPT PROVISIONS FOR THE BOARD TO EMPLOY AND EXECUTIVE DIRECTOR OR OTHER PERSONS. -INCREASED QUORUM REQUIREMENTS FROM 5 TO A MAJORITY OF ALL DIRECTORS. -REMOVED AUTOMATIC TERMINATION PROVISION (MISSED TWO OR MORE MEETINGS). -ELECTION OF DIRECTORS AND OFFICERS WILL TAKE PLACE AT THE ANNUAL MEMBERSHIP MEETING INSTEAD OF BEFORE IT (REFLECTS LAW THAT PROHIBITS MEMBERS FROM VOTING ELECTRONICALLY). -IMMEDIATE PAST PRESIDENT WILL SERVE A TERM OF 2 YEARS INSTEAD OF 1, AS WAS INTENDED WITH THE LAST ROUND OF BYLAW REVISIONS. -SIMPLIFIED AND MADE CONSISTENT PROCEDURES FOR ANNUAL AND SPECIAL MEETINGS. -ADDED DIRECTOR AND OFFICER REMOVAL PROVISIONS; ONLY THE BOARD CAN DO THIS INSTEAD OF MEMBERS. -ADDED THE IMMEDIATE PAST PRESIDENT ROLE DESCRIPTION AND CLEANED UP OVERALL LANGUAGE IN THIS SECTION. -REMOVED SECTION ON "APPOINTED OFFICES". COMITTEES -ADDED THE IMMEDIATE PAST PRESIDENT TO THE EXECUTIVE COMMITTEE. -ADDED FINANCE AND AUDIT COMMITTEES. -AMENDED NOMINATION COMMITTEES LANGUAGE TO SAY THAT PRESIDENT ELECT CHAIRS COMMITTEE AND TO SAY THAT MEMBERS VOTE AT THE ANNUAL MEETING INSTEAD OF IN ADVANCE. -"OTHER COMMITTEE" CHAIRS APPOINT AND REMOVE THEIR OWN COMMITTEE MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION HAS ONE CLASS OF MEMBERSHIP. FOR EACH MEMBER, A SIGNIFICANT PART OF HIS, HER OR ITS PRINCIPAL BUSINESS HAS BEEN AND IS DEVOTED TO THE SALE AND PROMOTION OF FINE ART PHOTOGRAPHS WHICH MEET THE ASSOCIATION'S HIGH ARTISTIC STANDARDS. |
| FORM 990, PART VI, SECTION A, LINE 7A | ELECTION OF DIRECTORS AND OFFICERS SHALL TAKE PLACE ONCE EVERY YEAR PRIOR TO THE ANNUAL MEETING OF MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE FORM 990 IS REVIEWED AND EDITED BY THE EXECUTIVE DIRECTOR, AND THEN A COPY IS SENT TO EVERY BOARD MEMBER TO REVIEW PRIOR TO FILING WITH THE IRS. ONCE IT IS REVIEWED BY THE BOARD, IT IS SIGNED BY THE EXECUTIVE DIRECTOR AND SUBMITTED. |
| FORM 990, PART VI, SECTION B, LINE 12C | AIPAD'S BOARD MEMBERS MUST ACKNOWLEDGE AND AGREE TO ALL TERMS AND CONDITIONS OF THE CONFLICT OF INTEREST POLICY. THEY MUST DISCLOSE ANY ACTUAL, POTENTIAL, OR APPARENT CONFLICT OF INTEREST TO THE BOARD OR COMMITTEE TO WHICH THEY SERVE AND MUST REFRAIN FROM ACTING OR DEBATING ON ANY ACTION OR DECISION IN WHICH THE PERSONAL OR FINANCIAL INTEREST OF A BOARD MEMBER CONFLICT WITH THE OBJECTIVES AND PURPOSE OF AIPAD. ANY PERCEIVED CONFLICT OF INTEREST WILL BE INVESTIGATED BY THE BOARD IMMEDIATELY TO DETERMINE ITS VALIDITY. |
| FORM 990, PART VI, SECTION C, LINE 19 | AIPAD MAKES GOVERNING DOCUMENTS AVAILABLE ONLINE BY ACCESSING AIPAD'S WEBSITE. THE ORGANIZATION ALSO MAKES ITS CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST IN AIPAD'S OFFICES. |
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